Exhibit 5.1

               [LETTERHEAD OF O'SULLIVAN GRAEV & KARABELL, LLP]

                                    May 8, 2001

Resolution Performance Products LLC
RPP Capital Corporation
1600 Smith Street
Suite 2400
Houston, TX  77002

Ladies and Gentlemen:

          We have acted as special counsel to Resolution Performance Products
LLC, a Delaware limited liability company (the "Company"), RPP Capital
Corporation, a Delaware corporation ("RPP Capital" and, together with the
Company, the "Issuers"), in connection with the Issuers' offer (the "Exchange
Offer") to exchange their 13 1/2% Senior Subordinated Notes due 2010 (the "Old
Notes"), for a like principal amount of any or all of their outstanding 13 1/2%
Senior Subordinated Notes due 2010 (the "New Notes").

          We have examined originals or copies, certified or otherwise
identified to our satisfaction, of such documents, corporate records,
certificates of public officials and other instruments as we have deemed
necessary or advisable for the purpose of rendering this opinion.

          Upon the basis of the foregoing, we are of the opinion that the New
Notes have been duly authorized and, assuming the due execution and delivery of
the New Notes by the Issuers, when the New Notes are executed, authenticated and
delivered in accordance with the Indenture dated as of November 14, 2000 (the
"Indenture") among the Issuers and United States Trust Company of New York, as
Trustee, in exchange for the Old Notes in accordance with the Indenture and the
Exchange Offer, the New Notes will be valid and binding obligations of the
Issuers enforceable against the Issuers in accordance with their terms, subject
to applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent
conveyance and similar laws affecting creditors' rights generally and subject to
general principles of equity.

          We are members of the Bar of the State of New York and the foregoing
opinion is limited to the laws of the State of New York, the federal laws of the
United States of America, the General Corporation Law of the State of Delaware
and the Limited Liability Company Act of the State of Delaware.

          We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement on Form S-4 (File No. 333-57170), as amended (the
"Registration Statement"), relating to the Exchange Offer.  We also consent to
the reference to us under the caption "Legal Matters" in the Prospectus
contained in the Registration Statement.  In giving this consent, we do not
thereby admit that we are included in the category of persons whose consent is
required


under Section 7 of the Securities Act of 1933 or the rules and regulations
promulgated thereunder.

          This opinion is rendered solely to you in connection with the above
matter.  This opinion may not be relied upon by you for any other purpose or
relied upon by or furnished to any other person without our prior written
consent.


                                 Very truly yours,

                                 /s/ O'Sullivan Graev & Karabell, LLP